UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
MIDWAY AIRLINES CORPORATION
--------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
598126 10 0
---------------------------------------
(CUSIP Number)
James H. Goodnight, Ph.D.
SAS Institute, Inc.
SAS CAMPUS DRIVE
CARY, NORTH CAROLINA 27513
TEL. NO. (919) 677-8000
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 17, 1999
-----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
575964.2
<PAGE>
schedule because of ss.ss. 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
James H. Goodnight, Ph.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
575964.2
<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF (7) SOLE VOTING POWER
SHARES 2,745,274
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 1,333,418 (if shared power included)
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH 2,745,274
(10) SHARED DISPOSITIVE POWER
1,333,418 (if shared power included)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,745,274 (4,078,692 if shared power included)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9% (47.4% if shared power included)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
OF
JAMES H. GOODNIGHT, PH.D.
ITEM 1: SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock (the "Common Stock") of
Midway Airlines Corporation, a Delaware corporation (the "Company"), whose
principal executive offices are located at 2801 Slater Road, Suite 200,
Morrisville, NC 27560.
ITEM 2: IDENTITY AND BACKGROUND.
The person filing this Schedule 13D is James H. Goodnight, Ph.D., whose
business address is SAS Campus Drive, Cary, North Carolina 27513.
ITEM 4: PURPOSE OF TRANSACTION.
On November 5, 1999, Dr. Goodnight and John P. Sall proposed to the
Board of Directors of the Company a merger of the Company with a new entity to
be formed by them. In the merger, shares of Common Stock not currently owned by
Messrs. Goodnight and Sall would have been exchanged for cash at a price of
$8.00 per share. Following rejection of the proposal by a Special Committee of
the Company's Board of Directors appointed to consider the proposal, Messrs.
Goodnight and Sall withdrew their merger proposal on December 17, 1999.
In the future, Messrs. Goodnight and Sall may elect to buy additional
shares of Common Stock from time to time or at any time in brokerage
transactions on the open market or in privately negotiated transactions, if
appropriate opportunities to do so are available, on such terms as they consider
desirable, depending on their continuing assessment of certain factors,
including, without limitation: the Company's business, financial condition,
results of operations and prospects; changes in the laws and regulations of the
United States and the various states concerning or affecting airlines generally
and the Company specifically; other business and investment opportunities
available; the prices at which shares of Common Stock are trading; general
economic conditions; and stock market and money market conditions. They may act
in conjunction with each other with respect to their respective investments in
the Company and in deciding what future action either or both of them should
undertake with respect to their interests.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Dr. Goodnight beneficially owns 2,745,274, or
approximately 31.9%, of the shares of Common Stock outstanding, based on an
aggregate of 8,602,395 shares outstanding. Dr. Goodnight has sole voting and
dispositive power with respect to all of these shares.
<PAGE>
As Messrs. Goodnight and Sall may act in conjunction with each other
with respect to their respective investments in the Company, Dr. Goodnight may,
under rules and regulations of the Securities and Exchange Commission, be deemed
to share voting and dispositive power as to the shares owned by Mr. Sall. In
that case, Dr. Goodnight would own an aggregate of 4,078,692 shares of Common
Stock, or 47.4% of the shares of Common Stock outstanding. Dr. Goodnight
disclaims beneficial ownership of the shares of Common Stock owned by Mr. Sall.
* * * * *
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 22, 1999 /s/ James H. Goodnight
- ----------------------- ----------------------------------------
Date James H. Goodnight, Ph.D.
<PAGE>
